Four Decades for Justice
Cravath’s Executive Compensation and Benefits Department advises U.S. and multinational clients in all aspects of compensation and benefits. Executive compensation and employee benefit issues are central concerns in most corporate transactions. Our lawyers are experienced at analyzing the corporate governance implications and legal and financial risks associated with compensation and benefit arrangements, as well as navigating interrelated securities law, disclosure, investor relations, tax, ERISA and accounting issues.
The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.
In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.
We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in the annual proxy statement, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.
Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:
The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.
In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.
We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in the annual proxy statement, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.
Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:
Deals & Cases
May 24, 2023
Cravath represented the underwriters in connection with the €600 million registered floating rate senior notes offering of Kraft Heinz Foods Company, one of the largest food and beverage companies in the world at the time of the offering. The transaction closed on May 10, 2023.
Deals & Cases
May 17, 2023
On May 16, 2023, IBM announced it has acquired Polar Security, an innovator in technology that helps companies discover, continuously monitor and secure cloud and software‑as‑a‑service (SaaS) application data. Cravath is representing IBM in connection with the transaction.
Deals & Cases
May 15, 2023
On May 12, 2023, AngloGold Ashanti, an independent, global gold mining company, announced that it has undertaken a comprehensive review of its domicile and listing structure and concluded that the most appropriate structure for AngloGold Ashanti Group is a UK corporate domicile with a U.S. primary listing on the New York Stock Exchange (“NYSE”) and secondary listings on the Johannesburg Stock Exchange (“JSE”) and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in Ghana. Cravath is representing AngloGold Ashanti as U.S. counsel in connection with this matter.
Deals & Cases
May 15, 2023
On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.
Deals & Cases
May 12, 2023
On May 12, 2023, the Washington Commanders and a partnership led by Josh Harris announced they have entered into a purchase and sale agreement which calls for Harris and partners to acquire the Washington Commanders from the Snyder family. The agreement is subject to NFL approval as well as the satisfaction of customary closing conditions. Cravath is representing the Snyder family in connection with the transaction.
Activities & Publications
May 02, 2023
Cravath partners Jelena McWilliams, Michael L. Arnold and Matthew J. Bobby spoke at the American Bar Association’s 2023 Business Law Section Hybrid Spring Meeting, which was held from April 27‑29, 2023 in Seattle, WA.
Activities & Publications
April 24, 2023
On April 20, 2023, Cravath prepared a memo entitled “The Healthcare M&A Surge Is Here: What Your Compensation Committee Should Be Doing Now.” The memo outlines key human capital considerations for Boards of Directors and management of pharma and biotech companies weighing a potential M&A transaction, including strategies to retain key employees, severance protections in the event of potential synergies and strategies to manage the potential impact of 280G excise taxes.
Activities & Publications
March 07, 2023
Cravath partners Nicholas A. Dorsey and Amanda Hines Gold were featured as guests on the February 21, 2023 episode of “Lab to Startup,” a podcast hosted by Naresh Sunkara, a chemical biologist, entrepreneur, and the founder and executive director of the Berkeley Postdoc Entrepreneurship Program at the University of California, Berkeley. In the interview, Nick and Amanda provided an overview of the legal topics relevant to early stage founders from incorporation to exit, including employee equity considerations.
Activities & Publications
March 03, 2023
Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co-authored the U.S. Law & Practice chapter of the third edition of Chambers “Investing In… 2023” Guide, which was published in January 2023. The guide, which is part of the publisher’s Global Practice Guides series, examines country specific legal issues that arise from foreign direct investment (“FDI”) and cross border transactions in the 33 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.
Activities & Publications
March 03, 2023
On March 2, 2023, Cravath prepared a memo for its clients entitled “NYSE and Nasdaq Propose Clawback Listing Standards.” The memo examines the New York Stock Exchange and Nasdaq Stock Market’s proposed rules in response to the SEC’s adoption of final rules implementing the clawback provisions of the Dodd-Frank Act. The exchanges’ proposed rules establish listing standards requiring listed companies to implement a clawback policy and outline what could occur if a listed company fails to adopt or comply with its policy. In addition to summarizing these standards, the memo outlines the public comment period, and suggested next steps for affected companies.
Deals & Cases
May 24, 2023
Cravath represented the underwriters in connection with the €600 million registered floating rate senior notes offering of Kraft Heinz Foods Company, one of the largest food and beverage companies in the world at the time of the offering. The transaction closed on May 10, 2023.
Deals & Cases
May 17, 2023
On May 16, 2023, IBM announced it has acquired Polar Security, an innovator in technology that helps companies discover, continuously monitor and secure cloud and software‑as‑a‑service (SaaS) application data. Cravath is representing IBM in connection with the transaction.
Deals & Cases
May 15, 2023
On May 12, 2023, AngloGold Ashanti, an independent, global gold mining company, announced that it has undertaken a comprehensive review of its domicile and listing structure and concluded that the most appropriate structure for AngloGold Ashanti Group is a UK corporate domicile with a U.S. primary listing on the New York Stock Exchange (“NYSE”) and secondary listings on the Johannesburg Stock Exchange (“JSE”) and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in Ghana. Cravath is representing AngloGold Ashanti as U.S. counsel in connection with this matter.
Deals & Cases
May 15, 2023
On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.
Deals & Cases
May 12, 2023
On May 12, 2023, the Washington Commanders and a partnership led by Josh Harris announced they have entered into a purchase and sale agreement which calls for Harris and partners to acquire the Washington Commanders from the Snyder family. The agreement is subject to NFL approval as well as the satisfaction of customary closing conditions. Cravath is representing the Snyder family in connection with the transaction.
Activities & Publications
May 02, 2023
Cravath partners Jelena McWilliams, Michael L. Arnold and Matthew J. Bobby spoke at the American Bar Association’s 2023 Business Law Section Hybrid Spring Meeting, which was held from April 27‑29, 2023 in Seattle, WA.
Activities & Publications
April 24, 2023
On April 20, 2023, Cravath prepared a memo entitled “The Healthcare M&A Surge Is Here: What Your Compensation Committee Should Be Doing Now.” The memo outlines key human capital considerations for Boards of Directors and management of pharma and biotech companies weighing a potential M&A transaction, including strategies to retain key employees, severance protections in the event of potential synergies and strategies to manage the potential impact of 280G excise taxes.
Activities & Publications
March 07, 2023
Cravath partners Nicholas A. Dorsey and Amanda Hines Gold were featured as guests on the February 21, 2023 episode of “Lab to Startup,” a podcast hosted by Naresh Sunkara, a chemical biologist, entrepreneur, and the founder and executive director of the Berkeley Postdoc Entrepreneurship Program at the University of California, Berkeley. In the interview, Nick and Amanda provided an overview of the legal topics relevant to early stage founders from incorporation to exit, including employee equity considerations.
Activities & Publications
March 03, 2023
Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co-authored the U.S. Law & Practice chapter of the third edition of Chambers “Investing In… 2023” Guide, which was published in January 2023. The guide, which is part of the publisher’s Global Practice Guides series, examines country specific legal issues that arise from foreign direct investment (“FDI”) and cross border transactions in the 33 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.
Activities & Publications
March 03, 2023
On March 2, 2023, Cravath prepared a memo for its clients entitled “NYSE and Nasdaq Propose Clawback Listing Standards.” The memo examines the New York Stock Exchange and Nasdaq Stock Market’s proposed rules in response to the SEC’s adoption of final rules implementing the clawback provisions of the Dodd-Frank Act. The exchanges’ proposed rules establish listing standards requiring listed companies to implement a clawback policy and outline what could occur if a listed company fails to adopt or comply with its policy. In addition to summarizing these standards, the memo outlines the public comment period, and suggested next steps for affected companies.
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